Agmt 2005 RMA Engineering & Management

Home

EXHIBIT E ICOMMM Hosted Service Level Agreement This Agreement is between ICOMMM, Inc., ("Provider") whose principal place of business is 140 Town & Country Dr., Suite B, Danville City, CA 94526 and , (Customer). This Agreement gives each party certain rights and responsibilities. Please read this Agreement carefully. 1. Definitions Agreement -the terms and conditions in this ICOMMM Hosted Service Level Agreement and the terms and conditions posted on the ICOMMM website as maybe updated from time to time; Hosted Service -Provider's ICOMMM hosted service provided to Customer and consisting of software license, database, and user documentation, all of which are proprietary to Provider; Hosted Server -the server on which the Hosted Service and ICOMMM Project is located; Proprietary Information -the proprietary data of Provider that is made available as part of the Hosted Service; Customer Data -all data created or submitted by Customer and/or Customer's Users and held in Customer's Project; User -any person who has express or implied authorization from Customer to access the Service and has been assigned a valid user ID and Password. IDs AND PASSWORDS ARE NOT TO BE SHARED OR REASSIGNED; Project -the ICOMMM lrnowledgebase and associated data, tables, and login pages that are created for customer's use as part of the Hosted Service. Attachment A -the attachment to this agreement which describes the payment and fees for the service to which Customer is subscribing; 2. License Grant and Use Restrictions Subject to the terms and conditions of this Agreement, Provider grants Customer and each user a limited, non-exclusive, non-sublicensable, non-transferable license to use and to electronically access the proprietary software that is a part of the Hosted Service, only in conjunction with the Hosted Service and in accordance with this Agreement and any specific additional agreement, which we may require you to accept prior to granting access to specific portions of the Hosted Service. Customer is prohibited from and shall not condone or assist any User in modifying, translating, decompiling, disassembling or reverse engineering or otherwise attempting to determine the source code for the operation of the Hosted Service, or creating derivative works based on the Hosted Service or any part of the Hosted Service or Proprietary Information. For purposes of this Agreement, "reverse engineering" shall mean the examination or analysis of the Hosted Service or Proprietary Information to determine its source code, sequence, structure, organization, internal design, algorithms or encryption devices, and, "Proprietary Information" shall mean all data, material, text, photographs, music, video, software, sound, graphics, other Information or materials or portions thereof. In no event shall Customer use the Hosted Service or Proprietary Information to provide services similar to the Hosted Service in competition with Provider. In order to protect Provider's confidential information and trade secrets, Customer shall not develop, provide, sell, rent, or resell any product or service which competes with the Hosted Service, or create or implement any such product or service for the purpose of competing with the Hosted Service provided hereunder while this Agreement is in effect and for a period of five (5) years following termination of this Agreement, Sanitary Sewer Asset Management System 02/08/2005 Account No. 593-52-?.9~2/Z Page 27 of 32